International World Wide Web Consortium ("W3C")

Member Agreement

CONSORTIUM PARTICIPATION AGREEMENT (the "Agreement") effective as of
____________________________, by and between the Massachusetts Institute of
Technology, having an office at MIT/CSAIL, 32 Vassar St, Room 32-G514, Cambridge,
Massachusetts 02139 ("MIT"); the European Research Consortium for Informatics
and Mathematics, having an office at 2004, Route des Lucioles, BP 93, F-06902
Sophia Antipolis, France ("ERCIM"); Keio University having an office at 5322
Endo, Fujisawa, Kanagawa 252-8520, Japan ("KEIO") (collectively, "Hosts");
and _______________________________________, having an office at
__________________________________________, (the "Member").

WHEREAS, the Member wishes to participate in the International World Wide
Web Consortium (the "Consortium"), the purposes of which are more fully set
forth below and in the then-current version of Appendix 1 as approved by the
Director (as defined below), which is hereby incorporated into this Agreement
by reference, the current version of which exists at http://www.w3.org/Consortium/Agreement/Appendix.html.

WHEREAS, the Hosts have agreed to the Member's participation as a Member
in the Consortium, subject to said terms and conditions; and

WHEREAS, the Member's participation in the Consortium and cooperation with
Hosts under this Agreement will further the instruction and research
objectives of Hosts in a manner consistent with their status as non-profit,
tax-exempt institutions.

NOW, THEREFORE, MIT, ERCIM, KEIO AND THE MEMBER AGREE AS FOLLOWS:

1. Purposes of Consortium.

The purposes of the Consortium are to support the advancement of
information technology in the field of networking, graphics and user
interfaces by evolving the World Wide Web toward a true information
infrastructure, and to encourage cooperation in the industry through the
promotion and development of standard interfaces in the information
environment known as the "World Wide Web."

2. Membership

The Member hereby elects to participate in the Consortium as a Member in
the following category:

[ ] Affiliate. To be eligible to join the Consortium as
an Affiliate Member, you must meet one of the following three criteria:

Not-for-profit organization.

Governmental department or agency.

For-profit organization that has annual gross revenue, as measured by
the most recent audited statement, of less than $US 50,000,000.

W3C Management reserves the right to review the eligibility of Affiliate
Membership applicants.

[ ] Full. All organizations joining the Consortium that
do not meet the criteria to join as an Affiliate Member must select the Full
Member option.

Member warrants that it qualifies for the applicable Member category
selected above.

All Members joining the Consortium will be assigned for administrative
purposes to a Consortium Host. Members with a primary domicile in Europe
(including Africa and the Middle East) as defined by separate Agreements
between the Hosts, shall be Members of the ERCIM Center. Members with a
primary domicile in Japan or Korea shall be Members of the KEIO Center. All
other Members shall be Members of the M.I.T. Center.

The Member hereby agrees to participate in the Consortium and to pay the
applicable Initial Term Member Fee identified in the Initial Member Fee Table
below. One-third of the Initial Term Member Fee is due at
the time the organization executes this Agreement, and
one-third shall be due in each of the two subsequent
Anniversary Dates as defined below. Except as provided for in this Agreement,
the Member Fee is non-refundable and shall be payable to the Host to which
the Member is assigned by the Consortium, in the currency identified in the
Initial Member Fee Table.

Initial Member Fee Table for 3 Years

Host

Full

Affiliate

MIT

USD 172,500

USD 17,250

ERCIM

EUR 181,620

EUR 18,162

KEIO

JPY 21,229,380

JPY 2,122,938

3. Term of Membership.

The Initial Term of Membership ("Initial Term") shall begin the day this
agreement is executed ("Effective Date") and shall continue in force for
three years from the first day of the calendar quarter in which the Effective
Date falls ("Anniversary Date"). Thereafter, this Agreement shall
automatically renew for successive one-year terms ("Renewal Terms") beginning
on the Anniversary Date unless Hosts notify Member one (1) year prior to
expiration of the then-current Renewal Term of their intent not to renew this
Agreement, or in the event Member notifies Hosts of its intent not to renew
the then-current term at least ninety (90) days prior to termination of the
then-current Renewal Term. For all Renewal Terms, the Member agrees to pay an
Annual Fee equal to one-third of the then-current applicable Initial Member
Fee. The Annual Fee shall be due on or before the Anniversary Date for the
applicable Renewal Term.

4. Rights and Obligations of MIT, ERCIM and KEIO.

MIT, ERCIM and KEIO shall have the following rights and obligations under
this Agreement, which rights and obligations are more fully described in Appendix 1:

a. MIT, ERCIM and KEIO shall use diligent efforts to provide the
vendor-neutral architectural and administrative leadership required to
accomplish the Consortium's goals.

b. MIT, ERCIM and KEIO shall use the Member Fees as outlined in Appendix 1.

c. MIT, ERCIM and KEIO shall establish and maintain a committee comprised
of one representative of each member organization (the "Advisory Committee"),
which shall operate as set forth in Appendix 1.

d. Overall direction of the Consortium shall be the responsibility of an
MIT-appointed Consortium Director ("Director"), who will act as chief
architect for all specifications produced by the Consortium and who shall
have the ultimate authority for all Consortium activities, as further set
forth in Appendix 1. ERCIM
and KEIO shall each appoint a Deputy Director who report to the Director and
manage the development effort at ERCIM and KEIO, respectively.

e. MIT shall collect, maintain and distribute software and documentation
created under the auspices of the Consortium, as set forth in Appendix 1.

f. MIT, ERCIM and KEIO shall establish and maintain Internet connection
and computer resources to facilitate the work of, and permit the Member with
Internet access to communicate effectively with, the Consortium.

5. Rights and Obligations of Member.

The Member shall have the following rights and obligations under this
Agreement, which rights and obligations are more fully described in Appendix 1:

a. The Member shall appoint one representative to serve on the Advisory
Committee and to participate in the Standards Review Process.

b. The Member shall have the right to establish and maintain computer
network links via the Internet with MIT, ERCIM and KEIO sufficient to
participate in Consortium activities.

c. The Member shall have access to software and documentation produced by
the Consortium prior to release of such software and documentation to
non-members, as set forth in Appendix 1.

d. Subject to the restrictions contained in this Agreement, the Member may
incorporate Consortium software and documentation into products at any time
after release of the software and documentation to members of the Consortium
has been approved by the Director. The Member shall not adopt or incorporate
such software and documentation into products prior to such release.

e. The Member may volunteer staff members on short assignment to one or
more Hosts, who will serve the Consortium as Visitors subject to the approval
of the Director if to MIT, or the appropriate Deputy Director if to ERCIM or
KEIO Visitors shall be under the direction of the Consortium Director if at
MIT and the Consortium Deputy Director if at ERCIM or KEIO. Hosts shall bear
no legal responsibility for the activities of Visitors. In the event of a
dispute or other problem arising in the working relationships between and
among Visitors, the Director or Deputy Director, as applicable, shall use all
reasonable efforts to resolve such problems.

f. If the Member has subsidiaries, the rights and privileges granted under
this Agreement shall extend to all subsidiaries the voting stock of which is
directly or indirectly at least fifty percent (50%) owned or controlled by
the Member.

g. If the Member is itself a consortium, user society, or otherwise has
members or sponsors, the rights and privileges granted under this Agreement
extend only to the paid employees of the Member, not to its members or
sponsors.

6. Use of Names.

The Member will not use the name of MIT, ERCIM or KEIO and Hosts will not
use the name of the Member in any form of publicity without written
permission, which in the case of MIT shall be obtainable from the Director of
the News Office; in the case of ERCIM from the Director of Promotion; in the
case of KEIO from the Administrative Director of The Keio Research Institute
at SFC; and in the case of the Member from __________________________ .

7. Intellectual Property Rights.

a. Rights of Publication.

MIT, ERCIM, KEIO and the Member shall be free to use and publish any
research results, ideas, algorithms, techniques and other information
developed in connection with the Consortium during the term of this
Agreement, except that intellectual property described in (b) and (c) below
shall be subject to the licenses specified therein.

b. Ownership of Copyrights and Patents.

The Member agrees that all right, title and interest in and to any and all
software and documentation created or developed, and in and to all patentable
inventions conceived or first reduced to practice by solely by the MIT, its
employees, consultants or students, or by Visitors at MIT, shall be owned by
MIT. To the extent necessary, Member agrees to execute such assignment
documents as may be required to vest title in MIT, at no expense to the
Member.

The Member agrees that all right, title and interest in and to any and all
software and documentation created or developed, and in and to all patentable
inventions conceived or first reduced to practice, by ERCIM, its employees,
consultants or students, or Visitors at ERCIM, shall vest in ERCIM. To the
extent necessary, Member agrees to execute such assignment documents as may
be required to vest title in ERCIM, at no expense to the Member.

The Member agrees that all right, title and interest in and to any and all
software and documentation created or developed, and in and to all patentable
inventions conceived or first reduced to practice, by KEIO, its employees,
consultants or students, or Visitors at KEIO, shall vest in KEIO. To the
extent necessary, Member agrees to execute such assignment documents as may
be required to vest title in KEIO, at no expense to the Member.

Except as provided above, patentable inventions and copyrighted materials
developed jointly by MIT, ERCIM, KEIO and Member during the course of
Consortium activities shall be jointly owned. Each joint owner shall be
entitled to exercise all rights of ownership as provided by law, without,
however, an obligation of accounting from one to the other. Member
acknowledges that all such jointly owned inventions, software or other
copyrightable materials, or materials owned by Member made available by
Member for Consortium activities, will be made available to the general
public pursuant to the then-current W3C Software Notice and License (which
exists at http://www.w3.org/Consortium/Legal/copyright-software).
Specific exceptions may be made upon approval of the Director, with the
advice of the Advisory Committee.

c. Licenses.

MIT, ERCIM and KEIO agree to grant and hereby grant to Member a
non-exclusive royalty-free, irrevocable, right and license to use, reproduce,
modify, translate, distribute, publicly display and publicly perform all
computer software and documentation described in Section 7 (b) throughout the
world, subject to the notices with respect to copyright, trademarks, and
disclaimer of liability which shall appear on all copies of the software and
documentation provided to the Member by MIT, ERCIM or KEIO and which must be
reproduced on each copy reproduced or distributed by the Member.

8. Notices.

All notices or other communications to or upon either party shall be in
writing delivered by first class, air mail or facsimile, dispatched to or
given at the following addresses:

In the event notices and statements required under this Agreement are sent
by certified or registered mail by one party to the party entitled thereto at
its above address, they shall be deemed to have been given or made as of the
date received.

9. Relationship of Parties.

The relationship of the parties under this Agreement shall be that of a
voluntary association. The Consortium is not a separate legal entity, and
this Agreement does not create a partnership or joint venture. Neither MIT,
ERCIM, KEIO nor the Member can bind the other or create any relationship of
principal or agent.

10. Dissolution of Consortium; Termination.

MIT, ERCIM and KEIO shall have the right, upon sixty (60) days prior
written notice, to dissolve the Consortium, by terminating all Consortium
Member Agreements.

11. DISCLAIMER OF WARRANTIES.

MIT, ERCIM AND KEIO MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY SOFTWARE OR DOCUMENTATION PROVIDED OR MADE
AVAILABLE TO THE MEMBER, OR WITH RESPECT TO ANY STANDARD ENDORSED BY MIT,
ERCIM OR KEIO OR THE CONSORTIUM, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT
SOFTWARE AND DOCUMENTATION DOES NOT INFRINGE THE PROPRIETARY RIGHTS OF THIRD
PARTIES, INCLUDING PATENTS, COPYRIGHTS AND TRADE SECRETS. THE MEMBER AGREES
THAT ALL SOFTWARE AND DOCUMENTATION SHALL BE ACCEPTED BY MEMBER "AS IS".

12. Limitation of Liability.

In the event of dissolution of the Consortium and termination of this
Agreement by MIT, ERCIM and KEIO pursuant to Section 10 hereof, the Member
shall be entitled to receive, as its sole and exclusive remedy, a refund of
any portion of the Member's duly paid and as-yet uncommitted Member Fee, and
upon such refund, any further liability of MIT, ERCIM and/or KEIO to the
Member shall be extinguished. This remedy is in lieu of all other remedies,
whether oral or written, express or implied. MIT's liability to the Member in
the event of any other claim by Member shall be limited to the amount of the
Member's duly paid Member Fee. In no event shall MIT, ERCIM and/or KEIO be
liable for any indirect, incidental, consequential, or special damages,
including lost profits, sustained or incurred by the Member in connection
with or as a result of its participation in the Consortium or under this
Agreement.

13. Force Majeure.

If the performance of any obligation by MIT, ERCIM and KEIO under this
Agreement is prevented, restricted or interfered with by reason of natural
disaster, war, revolution, civil commotion, acts of public enemies, blockade,
embargo, strikes, any law, order, proclamation, regulation, ordinance, demand
or requirement having a legal effect of any government or any judicial
authority or representative of any such government, or any other act or event
which is beyond the reasonable control of the party affected, then MIT, ERCIM
and KEIO shall be excused from such performance to the extent of such
prevention, restriction, or interference, provided that MIT, ERCIM and KEIO
shall use reasonable commercial efforts to avoid or remove such causes of
nonperformance, and shall continue performance hereunder with reasonable
dispatch whenever such causes are removed.

14. Export Controls.

The Member acknowledges that export and/or re-export from the United
States, France, or Japan of technical data, computer software, laboratory
prototypes and other commodities ("Controlled Commodities") may be subject to
the export control laws and regulation of the United States (including the
Arms Export Control Act, as amended, and the Export Administration Act of
1979 revised in 1985), of France, and of Japan, and that such laws and
regulations could preclude or delay export of such Controlled Commodities.
MIT 's, ERCIM's and KEIO's obligation hereunder are contingent on compliance
with such applicable laws and regulations. Neither party will directly or
indirectly export across any national boundary, or communicate or transfer to
any third party, any Controlled Commodities without first obtaining any and
all licenses that may be required from a cognizant agency of the United
States government or the French or Japanese authorities, and/or any and all
written assurances from the Member that it will not re-export or transfer
such Controlled Commodities to certain foreign countries or third parties
without prior approval of the cognizant government agency. While MIT, ERCIM
and KEIO agree to cooperate in securing any license which the cognizant
agency deems necessary in connection with the export, re-export, transfer or
communication of any Controlled Commodities, MIT, ERCIM and KEIO cannot
guarantee that such licenses will be granted.

15. Assignment.

Neither this Agreement nor any rights hereunder, in whole or in part, are
assignable by the Member without the prior written consent of the Hosts. Any
attempt to assign the rights, duties or obligations under this Agreement by
the Member without such consent shall be a breach of this Agreement and shall
be null and void.

16. Entire Agreement.

This Agreement, together with Appendix 1, embodies the
entire understanding between MIT, ERCIM, KEIO and the Member for the Member's
participation in the Consortium, and cancels and supersedes any other
agreements, oral or written, entered into by the parties hereto as to its
subject matter.

17. No Modifications.

This Agreement may be amended only by a writing signed by MIT, ERCIM, KEIO
and the Member.

18. Governing Law.

This Agreement shall be deemed to have been entered into and shall be
interpreted and governed in all respects by the laws of The Commonwealth of
Massachusetts and the United States of America.

19. Arbitration.

Any controversy or claim arising out of or relating to this Agreement, its
execution or breach, and any damages allegedly suffered there from, first
shall be submitted to friendly negotiation between the parties. Matters which
cannot be resolved through negotiation shall be finally settled: (i) if the
Member is organized or incorporated within any of the United States, under
the Commercial Rules of Arbitration of the American Arbitration Association,
by one (1) arbitrator appointed in accordance with said Rules, or (ii) if the
Member is organized or incorporated outside the United States, under the
Rules of Conciliation and Arbitration of the International Chamber of
Commerce, by one (1) arbitrator appointed in accordance with said Rules. In
any event, the place of arbitration shall be Cambridge, Massachusetts. The
arbitrator shall determine the matters in dispute in accordance with the laws
of the Commonwealth of Massachusetts pursuant to Section 18 of this
Agreement. The English language shall be used throughout the proceedings. Any
award, order or judgment pursuant to such arbitration may be entered and
enforced in any court of competent jurisdiction. The Member agrees to submit
to the jurisdiction of any such court for purposes of the enforcement of any
such award, order or judgment.

20. Survivability.

The obligations of MIT, ERCIM and KEIO and the Member under Sections 6, 7,
9, 11-14, 18, and 19 of this Agreement shall survive expiration or
termination hereof, and shall continue hereafter in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives, effective as of the day and
year first above written.